Goes well with: Brazil, The Brothers Grimm, Fear and Loathing in Las Vegas

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There are no movies like Terry Gilliam's movies, but he sure has a hard time getting those movies both made and seen. It took years before a decent cut of Brazil made its way to these shores. His uncompleted take on Don Quixote was famously disastrous, and Tideland was savaged by critics and ignored by audiences. Oh, and Heath Ledger died during the shoot of his latest project, The Imaginarium of Doctor Parnassus.

“The whole thing is so extraordinary, because it's never happened before in the history of motion pictures,” Gilliam told CityBeat, “where the main actor dies and three A-list actors come in and replace him. It tells you how much they cared about him.”

Gilliam is talking about Johnny Depp, Jude Law and Colin Farrell, all of whom stepped in to fill Ledger's role. All four play Tony, a not-quite-dead, besuited amnesiac cut down by the not-so-merry members of a rickety traveling circus headed by Doctor Parnassus (Christopher Plummer), who find him hanging by the neck under a bridge on a dismal night. This lot consists of Valentina (Lily Cole), former street urchin Anton (Andrew Garfield) and the doc's sidekick (Verne Troyer). The show is in dire straits, because years ago, Parnassus traded the soul of his firstborn to the Devil—aka Mr. Nick—in exchange for immortality. Now Valentina is pushing 16, and Mr. Nick (Tom Waits) has come to collect. But he's given the good doctor a second chance: The first to capture five souls takes the prize.

Yes, this is no ordinary circus. If you enter the Imaginarium's mirror, you find yourself in a world made up of your own dark fears and desires. Once there, you must choose—will you go to Doctor Parnassus (salvation) or be tempted by Mr. Nick's staggeringly tempting temptations (damnation)?

That's where Tony comes in. For an amnesiac found hanging under a bridge, he's a hell of a salesman, and he offers Parnassus and his companions their first real shot at winning the bet. But who is Tony, exactly? Is he a force for good or ill? Who put him under the bridge, and will he be able to change for the better?

Well, Tony does change. When he enters the Imaginarium in the hopes of shepherding souls toward a positive outcome, he transforms into another actor. Gilliam doesn't try to explain this away, assuming that almost anyone watching the film will know its star-crossed history.

“We had to make this leap,” he says. “There was so much luck involved, because there was a magic mirror and Heath had a mask. Each one of these hard choices forced upon us improved the film. I have this weird theory that it was making itself. Heath co-directed it. He was still directing this thing, and knew he could make a better [film] than I could.”

Yes, it's a unique way of dealing with the situation, but does it work? Kinda. But it's more a conceit than a storytelling device. Eventually, we watch Tony's arc via other actors who we know we're only watching because of Ledger's death, and the great reveal, the truth behind Tony, and Tony's transition, which we need to see Ledger go through, doesn't happen, giving the story a feel that's ultimately disjointed.

But that isn't all necessarily bad. The visuals in Parnassus are hand-wrought and gorgeous, and the ideas are interesting, if overreaching. Ledger shines in his too-few scenes, and Troyer, best known as Mini-Me from the Austin Powers franchise, shows a surprisingly tender side of himself. But it's not surprising that Mr. Nick, the one character whose scenes weren't dependent on Ledger's presence, steals the show.

“Tom Waits is a living god,” says Gilliam. “He is the great musical poet of this country. There was a cartoonist I know who wanted Tom to do a voiceover. Tom didn't want to do it, but he wrote me a note saying, ‘You don't have any work for me, do you?' I said I'm working on this project with a part of the devil. He said, ‘Send me the script.'”

We'll never know how different the film would have been had Ledger not died. For that, you'll need to use your imagination. Or, perhaps, an Imaginarium.